DOCSLIB.ORG

CSR FINAL Clean.Pdf

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
CSR FINAL Clean.Pdf This is a repository copy of Promoting More Socially Responsibly Corporations through a Corporate Law Regulatory Framework. White Rose Research Online URL for this paper: http://eprints.whiterose.ac.uk/99313/ Version: Accepted Version Article: Zhao, J (2017) Promoting More Socially Responsibly Corporations through a Corporate Law Regulatory Framework. Legal Studies, 37 (1). pp. 103-136. ISSN 0261-3875 https://doi.org/10.1111/lest.12140 © 2016 The Society of Legal Scholars. This is the peer reviewed version of the following article: Zhao, J. (2016) Promoting more socially responsible corporations through a corporate law regulatory framework. Legal Studies, doi: 10.1111/lest.12140.; which has been published in final form at https://doi.org/10.1111/lest.12140. This article may be used for non-commercial purposes in accordance with the Wiley Terms and Conditions for Self-Archiving. Reuse Items deposited in White Rose Research Online are protected by copyright, with all rights reserved unless indicated otherwise. They may be downloaded and/or printed for private study, or other acts as permitted by national copyright laws. The publisher or other rights holders may allow further reproduction and re-use of the full text version. This is indicated by the licence information on the White Rose Research Online record for the item. Takedown If you consider content in White Rose Research Online to be in breach of UK law, please notify us by emailing [email protected] including the URL of the record and the reason for the withdrawal request. [email protected] https://eprints.whiterose.ac.uk/ Promoting More Socially Responsible Corporations through a Corporate Law Regulatory Framework Jingchen Zhao Abstract This paper aims to lay the foundations for a more critical approach to the relationship between Corporate Social Responsibility (CSR) and corporate law. Limitations on legislative approaches including directors’ duties, information disclosure, sustainable decisions, direct promotion and corporate internal management structure are critically analysed, trying to find well thought-out and effectively implemented adjudication that provides meaningful instruction for regulating CSR. The article explores the manner in which corporate law may contribute to accommodating CSR principles within corporate strategies, in order to establish a transformative legal regulatory framework within corporate law by using the authoritative legal mode to promote corporate regulatory mechanisms. The article critically studies a few legislative measures supported by the relevant legislative experiences from various jurisdictions as examples of currently enforced CSR- laws at national level, in order to offer comprehensive and potentially effective legislative suggestions for accommodating CSR elements. However, a ‘one size fits all’ approach is clearly not desirable, and these suggestions should be interpreted and implemented in a locally relevant manner, according to path dependence theory. Key words CSR, Corporate Law, Corporate Governance, Regulation, Stakeholders 1 1. Introduction The concept of Corporate Social Responsibility (CSR), once known as “noblessse oblige”, has experienced a vigorous resurgence since the 1950s.1 The term took shape and gathered momentum during the 1950s and 1960s, developing out of a time when the sole corporate motive had been to ensure business success via profits.2 Perhaps because of its wide-ranging coverage, there is no universally accepted definition of CSR. The topic has been widely discussed among academics from various disciplines, including philosophy, business management, law, politics, sociology and economics, as well as pragmatically by businessmen and politically by public representatives.3 CSR functions as a built-in, self-regulating mechanism whereby businesses monitor and ensure their adherence to law, ethical standards and international norms. Social responsibility encompasses the obligation of managers to choose and act in ways that benefit both the interests of the organisation and those of society as a whole. In the modernised economy, adherents of the CSR movement recognise the tri-partite relationship between government, corporations and society to achieve a combination of economic, social, environmentally friendly and philanthropic goals. The dynamic nature of CSR implies that it is sometimes necessary to redefine the boundaries of what is acceptable, feasible and profitable, and to relate these boundaries to corporate decisions and strategies.4 CSR is a complicated and multi- dimensional organisational phenomenon, requiring a business organisation to be consciously responsible for its corporate behaviour and actions or non-actions and their impact on various stakeholders. Despite the fact that CSR has traditionally been regarded as a voluntary responsibility of corporations, the emphasis on corporations’ attention to CSR has not been entirely voluntary in practice.5 The debate surrounding CSR is closely related to the responsibilities of boards of directors, and especially their duties towards various stakeholders including employees, customers, 1 H. Mintzerberg, ‘The Case for Corporate Social Responsibility’ (1983) 4 Journal of Business Strategy 3 at 3. 2 T. Levitt, ‘The Danger of Social Responsibility’ (1958) Harvard Business Review 41. 3 A. Elbing, ‘The Value Issue of Business: The Responsibility of the Businessman’ (1970) Academy of Management Journal 79; D. Jamali & R. Mirshak, ‘Corporate Social Responsibility (CSR) Theory and Practice in a Developing Country Context’ (2007) 72 Journal of Business Ethics 243; S. Vallentin, ‘Governmentality and the Politics of CSR’ (2012) 23 Organization 1; A. O’Rourke, ‘A New Politics of Engagement: Shareholder Activism for Corporate Social Responsibility’ (2003) 12 Business Strategy and Environment 227; T. Besley & M. Ghatak, ‘Retailing Public Goods: The Economics of Corporate Social Responsibility’ (2007) 91 Journal of Public Economics 1645; D. McBarnet, A. Voiculescu & T. Campbell, The New Corporate Accountability: Corporate Social Responsibility and the Law, Cambridge: Cambridge University Press (2007); S.J. Padfield, ‘Corporate Social Responsibility & Concession Theory’ (2015) 6 William & Mary Business Law Review 1; R.S. Avi-Yonah, ‘Corporate Taxation and Corporate Social Responsibility’ (2014) 11 New York University Journal of Law & Business 1. 4 U. Baxi, ‘Market Fundamentalisms: Business Ethics at the Altar of Human Rights’ (2005) 5 Human Rights Law Review 1. 5 M.E. Porter & M.R. Kramer, ‘Strategy and Society: The Link between Competition Advantage and Corporate Social Responsibility’ (2006) Harvard Business Review 78 at 78. 2 suppliers, creditors, the environment, government and local communities. CSR is not an isolated term; it overlaps with some policies and is synonymous with others. Discussions about CSR lie both within and beyond law.6 The paper examines CSR as a concept, as a challenge to corporations and as an area of practice within the field of law and business. It endeavours to lay the foundations for a more critical approach to the relationship between CSR and corporate law. At first blush these two terms might seem to be contradictory due to the traditionally voluntary nature of CSR, conceived as a matter of going the extra mile beyond what is required under the law. However, lessons learned from financial crises and corporate scandals have prompted legislators to reconsider the functions of CSR, as well as other related issues such as short-termism and transparency, in attempts to make these notions relevant or embed them within corporate law legislation.7 This paper aims to address these matters in order to discuss the increasing trend towards intervention by corporate law, so that CSR may no longer be seen as voluntary. Rather than focusing on the effectiveness and efficiency of legislative approaches, the paper conceptualises the developing interaction between CSR and corporate law. A variety of legislative approaches have been used, either in a direct and mandatory manner or in indirect and subtle ways. Despite a large and growing body of literature on CSR, there is a lack of research on the links between CSR and corporate law, particularly in terms of the validity and nature of existing legislative approaches to foster more socially responsible companies. The article seeks to fill this gap in the literature by evaluating legislative approaches, supported by critical analyses of legislative experiences as examples in order to identify limitations in corporate law as to how to promote CSR and produce a facilitative regulatory framework that improves the effectiveness of corporate law-related initiatives. The paper aims to address matters related to CSR and corporate law legislation in order to ascertain where corporate law stands on promoting CSR, and what it should do to facilitate it. It aims to offer guidance for governments interested in potential legislative reform opportunities to embed CSR within the corporate law reform agenda. It may be argued that countries need to ensure that companies sustainably incorporate CSR principles at the core of their self-regulatory mechanisms, while suitable strategies must be proposed to allow them to fulfil their social responsibilities without incurring substantial costs or hindering their business practice. 6 D. Matten & J. Moon, ‘A Conceptual Framework for Understanding CSR’ in A. Habisch, J. Jonker, M. Wegner & R. Chidpeter (Eds.), Corporate Social Responsibility Across Europe, Heidelberg:
Load more

Recommended publications
  • Competing Interests in the Corporate Opportunity Doctrine Pat K
    NORTH CAROLINA LAW REVIEW Volume 67 | Number 2 Article 5 1-1-1989 Competing Interests in the Corporate Opportunity Doctrine Pat K. Chew Follow this and additional works at: http://scholarship.law.unc.edu/nclr Part of the Law Commons Recommended Citation Pat K. Chew, Competing Interests in the Corporate Opportunity Doctrine, 67 N.C. L. Rev. 435 (1989). Available at: http://scholarship.law.unc.edu/nclr/vol67/iss2/5 This Article is brought to you for free and open access by Carolina Law Scholarship Repository. It has been accepted for inclusion in North Carolina Law Review by an authorized administrator of Carolina Law Scholarship Repository. For more information, please contact [email protected]. COMPETING INTERESTS IN THE CORPORATE OPPORTUNITY DOCTRINE PAT K. CHEWt The corporateopportunity doctrinegoverns disputes that arise when a corporatefiduciary pursues a business opportunity that the corporation claims belongs to the corporation. Professor Chew identifies and evalu- ates the competing policy interests triggered by these disputes, traces the evolution of the corporate opportunity doctrine and examines the tradi- tional tests and emerging models for resolving such disputes. Professor Chew concludes that the traditionaland emerging tests inadequately protect legitimate individual and societal interests, and explains the im- plications of this deficiency. Finally, Professor Chew proposes an alter- native means for resolution of corporate opportunity disputes. She recommends express negotiations between corporations and fiduciaries on their respective rights,or, absent such negotiations,a heightenedjudi- cial recognition of the parties' reasonable expectations in creating their business relationship. I. INTRODUCTION Joe joined the corporation when it was just getting started. Although he was not offered any stock ownership, he liked and respected the family that owned the business.
    [Show full text]
  • No. 06150195 the COMPANIES ACTS 1985 TO
    No. 06150195 THE COMPANIES ACTS 1985 TO 2006 ______________________________________________ PUBLIC COMPANY LIMITED BY SHARES _______________________________________________ ARTICLES OF ASSOCIATION of Jupiter Fund Management plc (As adopted by Special Resolution passed on 17 May 2017) Contents Article No Page PRELIMINARY.........................................................................................................................................1 1 Table A and Model Articles not to apply ...................................................................................1 2 Interpretation .............................................................................................................................1 3 Limited liability...........................................................................................................................4 SHARE CAPITAL ....................................................................................................................................4 4 Deferred Shares........................................................................................................................4 5 Power to attach rights ...............................................................................................................5 6 Allotment ...................................................................................................................................5 7 Redeemable shares ..................................................................................................................6
    [Show full text]
  • Fiduciary Duty and Social Responsibility
    Fiduciary Duty and Social Responsibility By Ben Branch and Jennifer Merton Dr. Branch is a Professor of Finance at the Isenberg School of Management at the University of Massachusetts-Amherst. He is an expert in bankruptcy investing, bankruptcy management, and valuing distressed assets. He has managed the estates for several large bankruptcies, including the bankruptcies of banks and other corporations and has been a director on several corporate boards. He is the author of several books on bankruptcy management and investing. He is widely published in professional journals. A member of the Academic Advisory Council of the Turnaround Management Association, he is the past President and past Trustee of the Eastern Finance Association. Jennifer Merton, Esq. is a Senior Lecturer in Law in the Management Department at the Isenberg School of Management at the University of Massachusetts-Amherst. She also serves as the Coordinator of the Law Faculty in the Management Department. Abstract: This paper focuses on the importance of the fiduciary duty that directors and officers of corporations owe to shareholders and explores the potential conflict between this duty and the desire of directors and officers to pursue corporate social responsibility policies. Fiduciary duty operates as an essential constraint on the behavior of directors and officers of corporations, providing protection for shareholders against decisions that are grossly incompetent or are tainted by a conflict of interest. Ethical decision-making cannot disregard the legal and ethical fiduciary duty owed to shareholders, even to promote socially responsible policies. However, this conflict can often be avoided because there is a strong business case for ethical behavior that promotes social and environmental goals, particularly when those goals align with various aspects of the business.
    [Show full text]
  • Discrimination As a Business Policy: the Misuse and Abuse of Corporate Social Responsibility Programs
    American University Business Law Review Volume 8 Issue 3 Article 6 2020 Discrimination as a Business Policy: The Misuse and Abuse of Corporate Social Responsibility Programs Marc Greendorfer Tri Valley Law, [email protected] Follow this and additional works at: https://digitalcommons.wcl.american.edu/aublr Part of the Business Organizations Law Commons Recommended Citation Greendorfer, Marc "Discrimination as a Business Policy: The Misuse and Abuse of Corporate Social Responsibility Programs," American University Business Law Review, Vol. 8, No. 3 (2020) . Available at: https://digitalcommons.wcl.american.edu/aublr/vol8/iss3/6 This Article is brought to you for free and open access by the Washington College of Law Journals & Law Reviews at Digital Commons @ American University Washington College of Law. It has been accepted for inclusion in American University Business Law Review by an authorized editor of Digital Commons @ American University Washington College of Law. For more information, please contact [email protected]. DISCRIMINATION AS A BUSINESS POLICY: THE MISUSE AND ABUSE OF CORPORATE SOCIAL RESPONSIBILITY PROGRAMS. MARC A. GREENDORFER* I. Introduction and Summary............................................................ 308 II. Theories of the Corporation ......................................................... 311 A. The Traditional Shareholder Primacy Norm and Duties of Corporate Directors ........................................................ 314 B. Stakeholder Theory .......................................................
    [Show full text]
  • Addis Ababa University School of Graduate Studies School Of
    ADDIS ABABA UNIVERSITY SCHOOL OF GRADUATE STUDIES SCHOOL OF LAW APPLICABILITY OF THE DOCTRINE OF ULTRA VIRES ON PRIVATE COMMERCIAL COMPANIES IN ETHIOPIA: ITS LEGAL SIGNIFICANCE BY: WONDEWOSEN EWUNIE DESALE MAY 2020 ADDIS ABABA ADDIS ABABA UNIVERSITY SCHOOL OF GRADUATE STUDIES SCHOOL OF LAW APPLICABILITY OF THE DOCTRINE OF ULTRA VIRES ON PRIVATE COMMERCIAL COMPANIES IN ETHIOPIA: ITS LEGAL SIGNIFICANCE BY: WONDEWOSEN EWUNIE DESALE ADVISOR: ZEKARIAS KENEAA (ASSOCIATE PROFESSOR) A THESIS SUBMITTED IN PARTIAL FULFILLMENT FOR THE REQUIREMENT OF MASTER’S DEGREE IN BUSINESS LAW (L.L.M) MAY 2020 ADDIS ABABA Approval Sheet Title of Thesis: APPLICABILITY OF THE DOCTRINE OF ULTRA VIRES ON PRIVATE COMMERCIAL COMPANIES IN ETHIOPIA: ITS LEGAL SIGNIFICANCE BY: WONDEWOSEN EWUNIE DESALE Board of Examiners: Signature Date 1. Tadesse Lencho (PhD, Asst. Prof.) _____________ June 10 2020 2. Solomon Abay (PhD, Assoc. Prof) June 10 2020 Declaration I, the undersigned, hereby declare that this thesis is my original work and has never been presented for a degree in any other university. To the best of my knowledge and belief, I also declare that all sources of materials used in the thesis have been dully acknowledged. Declared By: Name: Wondewosen Ewunie Desale Signature: ___________________ Date: ___________________ Confirmed By: Name: Zekarias keneaa (Associate professor) Signature: __________________ Date: ________________ Dedication To my mother, Mulu Ayalew, who has suffered much in nurturing me and is always solicitude of her son’s success and to my stepmother, Ayal Demberu, who thought me the wisdom of patience and devoted a lot to see me educated and succeeded. i Acknowledgement First of all, praise and thanks be to the Almighty God, the compassionate, the almighty Merciful, who kindly helped me to complete my study.
    [Show full text]
  • Contracting out of the Fiduciary Duty of Loyalty: an Empirical Analysis of Corporate Opportunity Waivers
    Columbia Law School Scholarship Archive Faculty Scholarship Faculty Publications 2016 Contracting Out of the Fiduciary Duty of Loyalty: An Empirical Analysis of Corporate Opportunity Waivers Gabriel V. Rauterberg [email protected] Eric L. Talley Columbia Law School, [email protected] Follow this and additional works at: https://scholarship.law.columbia.edu/faculty_scholarship Part of the Business Organizations Law Commons, and the Contracts Commons Recommended Citation Gabriel V. Rauterberg & Eric L. Talley, Contracting Out of the Fiduciary Duty of Loyalty: An Empirical Analysis of Corporate Opportunity Waivers, COLUMBIA LAW REVIEW, VOL. 117, P. 1075, 2017; UNIVERSITY OF MICHIGAN LAW & ECONOMICS RESEARCH PAPER NO. 16-023; COLUMBIA LAW & ECONOMICS WORKING PAPER NO. 549 (2016). Available at: https://scholarship.law.columbia.edu/faculty_scholarship/1995 This Working Paper is brought to you for free and open access by the Faculty Publications at Scholarship Archive. It has been accepted for inclusion in Faculty Scholarship by an authorized administrator of Scholarship Archive. For more information, please contact [email protected]. Contracting Out of the Fiduciary Duty of Loyalty: An Empirical Analysis of Corporate Opportunity Waivers GABRIEL RAUTERBERG & ERIC TALLEY† Forthcoming, Columbia Law Review (2017) ABSTRACT: For centuries, the duty of loyalty has been the hallowed centerpiece of fiduciary obligation, widely considered one of the few “mandatory” rules of corporate law. That view, however, is no longer true. Beginning in 2000, Delaware dramatically departed from tradition by granting incorporated entities a statutory right to waive a crucial part of the duty of loyalty: the corporate opportunities doctrine. Other states have since followed Delaware’s lead, similarly permitting firms to execute “corporate opportunity waivers.” Surprisingly, more than fifteen years into this reform experiment, no study has attempted to systematically measure either the corporate response to these reforms, or to evaluate the implications of that response.
    [Show full text]
  • Opportunity-Cost Conflicts in Corporate Law
    Case Western Reserve Law Review Volume 66 Issue 1 Article 4 2015 Opportunity-Cost Conflicts in Corporate Law Abraham J.B. Cable Follow this and additional works at: https://scholarlycommons.law.case.edu/caselrev Part of the Law Commons Recommended Citation Abraham J.B. Cable, Opportunity-Cost Conflicts in Corporate Law, 66 Case W. Rsrv. L. Rev. 51 (2015) Available at: https://scholarlycommons.law.case.edu/caselrev/vol66/iss1/4 This Article is brought to you for free and open access by the Student Journals at Case Western Reserve University School of Law Scholarly Commons. It has been accepted for inclusion in Case Western Reserve Law Review by an authorized administrator of Case Western Reserve University School of Law Scholarly Commons. Case Western Reserve Law Review·Volume 66·Issue 1·2015 Opportunity-Cost Conflicts in Corporate Law Abraham J.B. Cable† Abstract Delaware corporate law has a new brand of loyalty claim: the opportunity-cost conflict. Such a conflict arises when a fiduciary operates under strong incentives to withdraw human and financial capital for redeployment into new investment opportunities. The concept has its roots in venture capital investing, where board members affiliated with venture capital funds may have incentives to shut down viable start-ups in order to focus on more promising companies. Recognizing this type of conflict has conceptual value—it provides a coherent framework for assessing a fiduciary’s incentives, and it may help explain frequently criticized features of corporate fiduciary law. But this article argues that courts should invoke the doctrine sparingly to avoid upsetting the law’s current balance between policing managerial abuse and litigation abuse.
    [Show full text]
  • International Company and Commercial Law Review Why Kenya Should Reconsider Its Ultra Vires Doctrine in Corporate
    Page1 International Company and Commercial Law Review 2010 Why Kenya should reconsider its ultra vires doctrine in corporate law Lois M. Musikali Subject: Company law Keywords: Kenya; Objects clauses; Special resolutions; Ultra vires Legislation: Companies Act 1948 (Kenya) s.5, s.8 *I.C.C.L.R. 301 Introduction The ultra vires1 doctrine in company law, namely that a company is formed only to pursue the objects specified in its memorandum of association and if it acts outside those objects the transaction is ultra vires and void,2 has for a long time been one of the more intractable problems facing persons dealing with companies in common law jurisdictions.3 Under the ultra vires doctrine, companies could avoid liability under contracts with innocent third parties on the ground that the company never had the power to enter into the said contracts in the first place. A significant number of common law jurisdictions, including Australia, Canada, New Zealand and Hong Kong, and most recently England, have taken steps to abolish the doctrine of ultra vires. This article considers the provisions of Kenya's Companies Act (the Act)4 that provide for the doctrines of ultra vires and why there is need to review them. The discussion within this article is limited to the ultra vires doctrine as it relates to the objects clause and not to the general breach of directors duties in public listed companies. The present law and its purpose Section 5(1)(c) of the Act requires the memorandum of every company to state, inter alia, the objects of the company.
    [Show full text]
  • Duties of Directors
    Duties of Directors April 2013 The question of corporate governance as it pertains to directors is a very wide-ranging topic. This booklet is intended to provide general guidance in this regard only, and does not purport to cover all possible issues relating to the topic. For specific guidance, we suggest you contact Deloitte & Touche. Deloitte & Touche cannot accept responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this publication. References Audit committees combined code guidance, Sir Robert Smith, 2003 Banks Act of 1990 Companies Act 71 of 2008 Insurance Act 53 of 1998 JSE Securities Exchange, South Africa Listings Requirements JSE Securities Exchange, South Africa Insider Trading booklet, 2001 King Report on Corporate Governance for South Africa 2009 Law of South Africa, WA Joubert & JA Faris, Butterworths, 2002 Long-Term Insurance Act 52 of 1998 Review of the role and effectiveness of non-executive directors, Derek Higgs 2003 Financial Markets Act 19 of 2012 Companies and other business structures in South Africa, Davis et al, 2009 2 Contents Preface 1. What is a Director? 9 1.2 Prescribed officers 10 1.3 The legal status of a director 12 1.4 The different types of directors 12 1.5 Personal characteristics of an effective director 15 2. Appointment of a director 16 2.1 Who qualifies as a director? 17 2.2 The legal mechanics of appointment 17 2.3 What a new director should be told 20 3. Director conduct 22 3.1 The standard of directors’ conduct 23 3.2 Conflicts of interest 27 3.3 Liability of directors 29 3.4 Apportionment of damages 30 3.5 Insider trading 30 4.
    [Show full text]
  • A Contractual Theory of Corporate Opportunity and a Proposed Statute
    Pace Law Review Volume 23 Issue 1 Winter 2002 Article 3 January 2002 A Contractual Theory of Corporate Opportunity and a Proposed Statute Matthew R. Salzwedel Follow this and additional works at: https://digitalcommons.pace.edu/plr Recommended Citation Matthew R. Salzwedel, A Contractual Theory of Corporate Opportunity and a Proposed Statute, 23 Pace L. Rev. 83 (2002) Available at: https://digitalcommons.pace.edu/plr/vol23/iss1/3 This Article is brought to you for free and open access by the School of Law at DigitalCommons@Pace. It has been accepted for inclusion in Pace Law Review by an authorized administrator of DigitalCommons@Pace. For more information, please contact [email protected]. A Contractual Theory of Corporate Opportunity and a Proposed Statute Matthew R. Salzwedel* I. INTRODUCTION ................................. 84 II. THE CORPORATE OPPORTUNITY DOCTRINE AND ITS TESTS AND DEFENSES ............... 87 A. The Duty of Loyalty as a Gap-FillingMeasure in Fiduciary Contracts ......................... 87 1. The Corporate Opportunity Doctrine and the Duty of Loyalty ........................ 88 2. The Hypothetical Contract Model and FiduciaryDuty ............................. 89 3. A Contractual Theory of the Duty of Loyalty ..................................... 94 B. Establishingthe Existence of a Corporate Opportunity .................................... 97 1. The Traditional Tests ...................... 98 2. The Miller "Two-Step" ..................... 102 3. The Brudney and Clark Approach ......... 103 4. The American Law Institute Approach ..... 105 C. FiduciaryDefenses to Corporate Opportunity C laims ......................................... 106 1. Individual and Blanket Consent by the B usiness................................... 107 2. Fairness ................................... 111 3. Legal Inability, Technical Inability & Third Party Refusals to Deal ............... 114 4. FinancialInability ......................... 116 5. Individual Capacity ........................ 121 III. A PROPOSED STATUTE .................... 123 * Matthew R.
    [Show full text]
  • Fiduciary Duties in Llcs And
    Presenting a live 90-minute webinar with interactive Q&A Fiduciary Duties in LLCs and LPs: Considerations for Modifying or Waiving Duties of Alternative Entity Managers Lessons From Delaware and Other Key States on Whether, When and How to Eliminate or Modify Default Duties WEDNESDAY, OCTOBER 28, 2015 1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific Today’s faculty features: Brian M. Gottesman, Partner, Berger Harris, Wilmington, Del. Michelle P. Quinn, Partner, Berger Harris, Wilmington, Del. Melissa K. Stubenberg, Director, Richards Layton & Finger, Wilmington, Del. The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions emailed to registrants for additional information. If you have any questions, please contact Customer Service at 1-800-926-7926 ext. 10. Tips for Optimal Quality FOR LIVE EVENT ONLY Sound Quality If you are listening via your computer speakers, please note that the quality of your sound will vary depending on the speed and quality of your internet connection. If the sound quality is not satisfactory, you may listen via the phone: dial 1-866-755-4350 and enter your PIN when prompted. Otherwise, please send us a chat or e-mail [email protected] immediately so we can address the problem. If you dialed in and have any difficulties during the call, press *0 for assistance. Viewing Quality To maximize your screen, press the F11 key on your keyboard. To exit full screen, press the F11 key again. Continuing Education Credits FOR LIVE EVENT ONLY In order for us to process your continuing education credit, you must confirm your participation in this webinar by completing and submitting the Attendance Affirmation/Evaluation after the webinar.
    [Show full text]
  • The Audit Committee: Director Liability in the Wake of the Sarbanes-Oxley Act and Tello V
    \\server05\productn\C\CJP\18-2\CJP207.txt unknown Seq: 1 1-JUL-09 10:09 THE AUDIT COMMITTEE: DIRECTOR LIABILITY IN THE WAKE OF THE SARBANES-OXLEY ACT AND TELLO V. DEAN WITTER REYNOLDS Bryan A. McGrane* The audit committee rose to prominence within the realm of corpo- rate governance following the collapse of the Enron Corporation and subsequent ratification of the Sarbanes-Oxley Act of 2002 (Sarbanes- Oxley Act). The Sarbanes-Oxley Act represents the first independent statutory provision requiring the formation of an audit committee and imposes a significant set of responsibilities upon audit committee mem- bers. However, the interaction between these mandates and the histori- cal rules of corporate and securities law have led to ambiguity surrounding the legal standards that govern the audit committee. In an age where the complexity of financial reporting seems to grow at an exponential rate, audit committee members must recognize the full extent of their responsibilities to corporate shareholders and personal exposure to liability. This Note examines the legal treatment of the audit committee and its individual members under the Sarbanes-Oxley Act. In particular, I attempt to identify the impact of the Sarbanes-Oxley Act on the historical rules of corporate and securities law applicable to the audit committee. I conclude that while the Sarbane’s Oxley Act has increased the liability exposure of audit committee members, it fails to significantly heighten the standards under which the law scrutinizes their conduct. INTRODUCTION ................................................ 576 R I. THE AUDIT COMMITTEE ................................. 579 R A. Function of the Audit Committee .................... 579 R B.
    [Show full text]